We are INTELLECTUAL PROPERTY & SOFTWARE LIMITED, a company incorporated in Alderney (registered number 1746) whose registered office is at Inchalla, Le Val, Alderney, GY9 3UL. References to “we“, “us“, “our” and “IPS” are references to Intellectual Property & Software Limited and also to any of our Group Companies (as defined below).
These terms and conditions (the “Terms“) represent the legally binding agreement which will govern your participation in the IPS Affiliate Programme (the “Affiliate Programme“). References to “you” and “your” in these Terms mean you, as the applicant to the Affiliate Programme.
Please Note: These Terms are our standard terms and conditions in relation to the Affiliate Programme. We may from time to time agree certain special terms with an Affiliate Programme affiliate, which special terms may conflict with these Terms. In the event that any such special terms are agreed between you and us, such special terms shall to the extent of any such conflict prevail over these Terms.
1.1. In these Terms, the following capitalised terms and expressions have the following meanings:
means the aggregate of: (i) credited bonuses or promotional adjustments given to the player; (ii) applicable taxes, duties or other levies imposed upon and payable in respect of gambling by any relevant jurisdiction; (iii) jackpot contributions; (iv) uncollectable revenues (including any charge-backs, payment reversals, etc.); and (v) third party charges (including game provider software, hosting and platform fees, and payment processing service charges).
means the banners, images, text links and other creatives linking Your Site to the IPS Sites as provided to you by your Affiliate Manager.
means your point of contact at IPS in relation to the Affiliate Programme, as notified by us to you from time to time.
as defined above.
Affiliate Programme Site
means the site located at www.ipsaffiliates.com or such other URL as may be designated by us from time to time.
means the Affiliate Programme application form available at www.ipsaffiliates.com/#register-your-interest or other such URL as may be designated by us from time to time.
means customers located in Great Britain
means the payments due to you under this Agreement in respect of Referred Players, which shall comprise either (a) a percentage of Net Revenue; (b) a fixed payment; (c) a cost-per-action payment; or (d) a combination of (a)-(c), in either case as specified in your account page on the Affiliate Programme Site or as otherwise agreed between you and us from time to time.
as defined in paragraph 4.2(a) below.
means any know-how, trade secrets, marketing information, business plans, customer lists, network clients lists, suppliers’ information, correspondence between us and you, financial, statistical or other information that is provided by us to you, or any other information concerning or relating to our activities or those of any entity existing within our Group and which is not in the public domain (whether or not such information includes a mark affirming its confidentiality).
means Turnover less Payouts.
means all of IPS’ group of companies, including its subsidiary companies and any holding company, and any subsidiary of such holding company.
means the following sites:
means the British Gambling Commission’s Licence Conditions and Codes of Practice, located here.
means the Affiliate Links, Trade Marks, and any other data, graphics, images, text, or other information or material provided by us to you in connection with these Terms and your participation in the Affiliate Programme.
means Gross Revenue less Adjustments.
means the total amounts paid out to Referred Players on the IPS Sites.
means an internet user who receives Affiliate Links.
means an internet user without a prior User Account and who: (i) accesses the IPS Sites directly through an Affiliate Link; (ii) opens a new User Account; and (iii) makes a cash deposit into their User Account.
Referred Player Data
means all information relating to Referred Players (including all personal data, as that term is defined in Section 1 of the Data Protection Act 1998).
means any trade mark, service mark, brand name, trade name or logo used, registered, or applied for by us or any Group Company, including without limitation the following: “LUCKY COW”, “Pink Casino”, “Slot Boss”, “21.co.uk”, “REDTIGER.COM”.
means the total stakes placed on the IPS Sites by Referred Players.
means a user account on any of the IPS Sites.
means the website owned and/or controlled by you and which is submitted by you in your Application Form as the website that is to be included in the Affiliate Programme.
2.1. To apply to participate in the Affiliate Programme, you must complete an Application Form and submit it via the Affiliate Programme Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may accept or reject your application in our sole discretion, including if we determine that Your Site is unsuitable for inclusion in the Affiliate Programme.
2.2. Unsuitable sites include but are not limited to those that:
(a) promote or contain sexually explicit materials which do not comply with the British Board of Film Classification’s “R18” standard;
(b) promote violence, are hostile or offensive;
(c) promote any form of discrimination, including on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
(d) promote illegal activities (including in particular the provision of unauthorised access to copyrighted content); and/or
otherwise violate the rights, including the intellectual property rights, of any party (including sites which provide unauthorised access to copyrighted content).
2.3. By participating in the Affiliate Programme you agree that you will not engage in any of the activities listed above, or any other illegal activities. Please also be aware that if we accept your application and Your Site is thereafter determined (in our sole discretion) to be unsuitable for the Affiliate Programme, we may terminate these Terms immediately and without any liability to you or any third party.
2.4. If and when you are accepted to participate in the Affiliate Programme:
(a) we will notify you and will provide you with the Affiliate Links; and
(b) you will thereafter have the right to market and promote the IPS Sites by placing the Affiliate Links on Your Site in accordance with and subject to these Terms, until such time as these Terms are terminated by either us or you.
3.1. You agree that:
(a) You will comply with (i) any and all laws and regulations applicable to Your Site; (ii) any and all laws and regulations applicable to the IPS Sites which we may notify to you from time to time as being necessary for our Affiliate Programme affiliates to comply with; (iii) our most recent guidelines in relation to the use of the Affiliate Links which we may notify to you from time to time; and (iv) all reasonable instructions received from us in relation to your activities in marketing and promoting the IPS Sites.
(b) You will provide to us all such information as we may reasonably request for regulatory purposes, including as may be requested by us in relation any reports or information that may be required by any gambling authority.
(c) You will comply with any jurisdictional limitations applying to IPS Sites from time to time.
(d) You will not misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by these Terms.
(e) You will promote the IPS Sites in a manner that is consistent with good business ethics and which does not reflect adversely upon our name, image or reputation and that of our Group, brands and Trade Marks.
(f) You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site at any time.
(g) You will ensure that the Affiliate Links placed on Your Site are properly formatted and you will not modify any of the Affiliate Links without our prior written approval.
(h) You will not:
– i. directly or indirectly offer any person or entity any consideration or incentive for using Affiliate Links on Your Site to access the IPS Sites;
– ii. directly or indirectly offer any person or entity any consideration or incentive for using Affiliate Links on Your Site to access the IPS Sites;
– iii. take any action that could reasonably cause any customer confusion as to our relationship with you;
– iv. post or serve any advertisements or promotional content around or in conjunction with the display of the IPS Sites (for example, through any “framing” technique or technology or pop-up windows), or assist, authorise, or encourage any third party to take any such action;
– v. attempt to circumvent the Commission calculation or artificially increase your Commission;
– vi. attempt to intercept or redirect traffic from or on, or divert Commission from, any site that participates in the Affiliate Programme;
– vii. work with any site dedicated to promoting coupon codes, promotional codes, discount codes, bonus codes, etc.; or
– viii. optimise for search results using any of our brands or marks or names, including individually or in combination with the terms: “bonus,” “promo code,” “coupon code,” and/or any similar terms and/or their variations.
(i) You will ensure any content you create, publish or otherwise distribute and that is intended to attract traffic to the IPS Sites does not:
• portray, condone or encourage gaming behaviour that is socially irresponsible or could lead to financial, social or emotional harm;
• exploit the susceptibilities, aspirations, credulity, inexperience or lack of knowledge of children, young persons or other vulnerable persons;
• suggest that gaming can provide an escape from personal, professional or educational problems such as loneliness or depression;
• suggest that gaming can be a solution to financial concerns, an alternative to employment or a way to achieve financial security;
• portray gaming as indispensable or as taking priority in life; for example, over family, friends or professional or educational commitments;
• suggest that gaming can enhance personal qualities, for example, that it can improve self-image or self-esteem, or is a way to gain control, superiority, recognition or admiration;
• suggest peer pressure to play nor disparage abstention;
• link gaming to seduction, sexual success or enhanced attractiveness;
• portray gaming in a context of toughness or link it to resilience or recklessness;
• suggest gaming is a rite of passage;
• suggest that solitary gaming is preferable to social gaming;
• be likely to be of particular appeal to children or young persons, especially by reflecting or being associated with youth culture;
• include a child or a young person. No-one who is, or seems to be, under 25 years old may be featured gaming or playing a significant role. No-one may behave in an adolescent, juvenile or loutish way;
• exploit cultural beliefs or traditions about gaming or luck;
• condone or encourage criminal or anti-social behaviour; or
• condone or feature gaming in a working environment (unless licensed gambling premises).
3.2. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Commission otherwise payable to you under these Terms and/or terminate these Terms.
4.1. Subject to your compliance with these Terms, we will pay to you the Commission in accordance with this paragraph 4.
4.2. You acknowledge and agree that:
(a) The payment of Commission to you in respect of any gambling transaction by a Referred Player depends upon the following: the Referred Player must click-through an Affiliate Link from Your Site to an IPS Site, and must make a minimum stake (not including bonuses, free spins, deposit matches or other offers or incentives) of £10 (the “Commission Threshold”). We will pay Commission where we are satisfied that a player is a genuine Referred Player and only after payment of the Commission Threshold has occurred and there has been no subsequent cancellation or chargeback.
(b)The following individuals may not and will not qualify as Referred Players: (i) you; (ii) your friends and/or acquaintances; (iii) your close family members and other members of your household; and/or (iv) your employees or consultants contracted on a permanent basis to you.
(c) In the event that you do not deliver at least one (1) Referred Player in any given calendar month, we will have the right, in our absolute discretion, either (a) to reduce the amount of your Commission; or (b) to terminate these Terms and your participation in the Affiliate Programme.
(d) In respect of the following IPS Sites, Commission shall be payable to you in relation to non-UK Referred Player(s) only:
• www.21.co.uk; and
4.3. The Commission will be calculated and paid as follows:
(a) In order to calculate the Commission due to you, we will use trackers and/or marketing codes provided by us to you. You must use these correctly and in accordance with any instructions that we give you. You agree that we will have no obligation to pay you any Commission if you fail to use the trackers or marketing codes provided to you, or use them incorrectly.
(b) We will account to you for the Commission due to you on a calendar month basis. Usually, if Net Revenue in any calendar month is a negative amount, we will not carry forward the negative month-end balance to the next month but will instead treat the calculation of Net Revenue for the next month as commencing at zero. However, we reserve the right to carry forward any negative balances in our absolute discretion (or alternatively exclude any Turnover generated by a Referred Player from the calculation of Gross Revenue) where we consider that such negative balance (or Turnover) has arisen through extraordinary or occasional events, which for these purposes shall include (without limitation) where a Referred Customer wins a large amount and immediately restakes his/her winnings.
(c) We will accrue and withhold Commission until the total amount due is at least £100. Payment will be made by wire transfer using the details provided by you to us in your Application Form.
5.1. You represent, warrant and undertake to us that:
(a) at no time will Your Site contain, promote, or link to content that would or might cause it to be in breach of paragraph 2.2 above; and
(b) at no time will Your Site provide unauthorised access to copyrighted content; and
(c) there is no legal, commercial, contractual or other restriction, which precludes you from fully performing your obligations as set out in these Terms.
6.1. We grant you a non-exclusive, revocable, limited right to use the Licensed Materials solely for the purpose of the exercise of your rights and performance of your obligations set out in these Terms and for the term set out in paragraph 8.1 below. You may not modify the Licensed Materials in any way without our prior written consent. You agree to follow our trademark and brand guidelines, as those guidelines may change from time to time. We may revoke the foregoing licence at any time by giving you written notice.
6.2. You undertake not to make use of the Licensed Materials or any of our Confidential Information in any manner not explicitly set out in these Terms without our prior written consent.
6.3. We reserve all our rights in the Licensed Materials and all other intellectual property rights owned or controlled by us and our Group Companies. You will not assert the invalidity, unenforceability or contest the ownership of the Licensed Materials or Confidential Information in any action or proceeding whatsoever and shall not take any action that may prejudice any Group Company’s rights in the Licensed Materials or in the Confidential Information.
6.4. Nothing herein shall be considered or understood to be a transfer by us or any Group Company to you of any rights whatsoever in the Licensed Materials or Confidential Information or any other of our or their intellectual property rights whatsoever. All goodwill in the Licensed Materials generated as a result of your use of the Licensed Materials (and in particular the Trade Marks) under these Terms shall belong to us and you agree to execute any document necessary to transfer such goodwill to us.
7.1. For the purposes of this paragraph 7, “data controller”, “data processor”, “personal data” and “processing” (and its cognate terms) shall have the meaning given to them in Section 1(1) of the Data Protection Act 1998.
7.2. We and you hereby acknowledge that we will be the data controller and you shall be the data processor in respect of the Referred Player Data.
7.3. You hereby acknowledge that all Referred Player Data (and all rights, including all intellectual property rights therein) is our exclusive and sole property and that you have and shall have no rights therein whatsoever.
7.4. You hereby warrant that any Referred Player Data that you process on our behalf pursuant to these Terms:
(a) will always be in accordance with these Terms or in accordance with our express instructions; and
(b) will be kept secure through appropriate organisational and technical measures implemented by you to prevent the loss of, damage to, or unauthorised access to such Referred Player Data.
7.5. Notwithstanding paragraph 7.2, you hereby acknowledge and agree that you will be solely responsible for all your activities in respect of processing personal data of Prospective Players. Without prejudice to your obligations under paragraph 3.1, you hereby represent and warrant that, in respect of Prospective Players, you will comply with all applicable data protection and marketing legislation (including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003). For the avoidance of doubt, compliance by you with this paragraph 7.5 will include ensuring that all personal data of Prospective Players is obtained fairly and lawfully in accordance with Principle 1 of the Data Protection Act 1998.
7.6. You will notify us immediately upon becoming aware of a breach of paragraphs 7.4 or 7.5. Furthermore, in the event that you receive any notice, complaint, claim or other communication from a Referred Player or competent regulator (including the Information Commission’s Office) in relation to us and/or our business you will notify us as soon as practicable and will not respond to such communication without our consent.
7.7. You agree to indemnify us and keep us indemnified and defend at your own expense us against all costs, claims, damages or expenses incurred by us or for which we may become liable due to any failure by you or your employees, agents or subcontractors to comply with any of its obligations under paragraphs 7.4 to 7.6 (inclusive).
7.8. We shall have the right (but not the obligation) to audit you to ensure your compliance with paragraphs 7.4 to 7.6 (inclusive). Such audit may include you providing any information and files requested by us and us gaining access to your premises and systems. In the event that such an audit reveals that you are in breach of any of paragraphs 7.4 to 7.6 (inclusive) then we shall have the right, without prejudice to any other rights we may have, to terminate these Terms.
8.1. These Terms shall come into effect from the date of your submission of your Application Form and, subject to our acceptance of your Application Form, shall continue in full force until they are terminated by either party in accordance with these Terms.
8.2. Either you or we may terminate these Terms at any time, with or without cause, by giving the other party written notice of termination
8.3. Without limiting any other of our rights and remedies, we may terminate these Terms immediately if we determine in our sole discretion that you have become a competitor of IPS or any Group Company.
8.4. We shall further have the right to terminate these Terms with immediate effect on the provision of written notice to you:
(a) if you carry out any action which we believe might prejudice our or any Group entity’s relationship with any gambling authority or any of the Group’s gambling licences; or
(b) if we or any other entity within the Group is ordered or required by any gambling authority to terminate its relationship with you or cease to operate any of the IPS Sites or any services or games available on any of the IPS Sites, or any part thereof, with immediate effect.
8.5. Termination of these Terms shall not extinguish either of the parties’ obligations under these Terms which by their intention or context are intended to survive the termination of these Terms.
8.6. Upon the termination of these Terms for any reason, you will immediately cease use of, and remove from Your Site, all links to the IPS Sites, and all of the Licensed Materials. You are eligible to earn Commission only on qualifying registrations and deposits from Referred Players that occur prior to termination, and only if the relevant registrations or deposits are not cancelled and are made by means consistent with these Terms. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
9.1. You agree that your participation in the Affiliate Programme is at your own risk. We make no warranty or representation whatsoever regarding the IPS Sites, the Affiliate Links or the Affiliate Programme. We hereby disclaim on behalf of ourselves and our Group Companies any and all warranties and representations with respect to the Affiliate Programme and any products sold through the Affiliate Programme (including, without limitation, warranties of fitness for purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no warranties or representations that the operation of the IPS Sites will be uninterrupted or error-free.
9.2. Under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special or exemplary damages or for any loss of revenue, profits or data (whether direct or indirect) arising from any provision of these Terms or matters related to these Terms.
9.3. Our aggregate maximum liability arising with respect to these Terms for any reason will not exceed the total Commission paid or payable to you pursuant to these Terms during the 12 month period immediately preceding notice of the applicable claim (or, if such claim occurs in the first 12 months, the total amount paid or payable to you up until the date of the notice of claim).
You agree to defend, indemnify and hold IPS and our Group Companies harmless from and against any and all liabilities, losses, damages and costs (including attorney’s fees and costs) resulting from or relating to: (a) the development, operation, maintenance, and/or contents of Your Site; and/or (b) your breach or non-performance of any of your duties or obligations under this Agreement.
All Confidential Information shall be kept in strict confidence by you until such time as the information ceases to be confidential, other than as a result of the breach of these Terms.
You confirm that you have read these Terms, have consulted with your own legal advisors, and understand and agree to all the terms and conditions set out in these Terms. You confirm that you have independently evaluated the desirability of participating in the Affiliate Programme and you are not relying on any representations, guarantee or statement other than as set forth in these Terms.
We may modify any of these Terms, at any time and in our sole discretion, by posting a change notice or a new agreement on the Affiliate Programme Site. Modifications may include, for example, changes in the scope of available Commission, Commission calculation, payment procedures, and Affiliate Programme rules. If any modification is unacceptable to you, your only recourse is to terminate these Terms. Your continued participation in the Affiliate Programme following our posting of a change notice or new terms on the IPS Site will constitute binding acceptance of the change.
14.1. You agree that, insofar as you carry out activities on our behalf in relation to any transaction, interaction or dealing (in any way) with British Customers, you shall comply with the LCCPs, as may be amended from time to time and, in particular:
(a) you will conduct yourself as if you were bound by the LCCPs and the same industry codes of practice as are applicable to us (social responsibility code provision 1.1.2(1)(a));
(b) you will promptly provide such information to us as we may reasonably require in order to enable us to comply with our information reporting and other obligations to the British Gambling Commission (social responsibility code provision 1.1.2(1)(b)); and
(c) you will not place digital advertisements on any sites providing unauthorised access to copyrighted content nor will Your Site serve or furnish any such unauthorised access to copyrighted content.
14.2. You agree that the manner and content of your marketing and promotion activities directed towards British Customers, whether directly or indirectly, shall be conducted at all times in accordance with: (i) the Gambling Industry Code for Socially Responsible Gambling; (ii) the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing; (iii) the Consumer Protection from Unfair Trading Regulations; and (iv) any and all other applicable rules relating to advertising in Great Britain, each as may be amended from time to time.
14.3. If you make available to any British Customer or potential British Customer any incentive or reward scheme or other arrangement under which the customer may receive money, goods, services or any other advantage, the scheme must be designed to operate, and be operated, in such a way that:
(a) the circumstances in which, and conditions subject to which, the benefit is available are clearly set out and readily accessible to the customer to whom it is offered;
(b) neither the receipt nor the value or amount of the benefit is: (a) dependent on the customer gambling for a pre-determined length of time or with a pre-determined frequency; or (b) altered or increased if the qualifying activity or spend is reached within a shorter time than the whole period over which the benefit is offered;
(c) if the value of the benefit increases with the amount the customer spends it does so at a rate no greater than that at which the amount spent increases; and
(d) if the benefit comprises free or subsidised travel or accommodation which facilitates the customer’s attendance at particular licensed premises the terms on which it is offered are not directly related to the level of the customer’s prospective gambling.
16.1. These Terms contain the entire understanding and agreement of the parties relating to their subject matter and supersede any previous or other existing arrangements, agreements or understandings between the parties whether oral or written in relation to their subject matter.
16.2. All notices under these Terms shall be in writing and shall be deemed received 72 hours after being posted by registered mail, or if delivered in person or sent by email, at the time of delivery to the parties.
16.3. You acknowledge and agree that neither we, nor any of our Group Companies, are under any obligation to operate the IPS Sites, either at all or in relation to any particular markets, languages, territories or products.
16.4. If any provision or part of a provision of these Terms is held to be illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction such provision shall be severed from these Terms and the remainder of these Terms shall be deemed in full force and effect.
16.5. You may not assign or sublicense your rights or your obligations under these Terms, in whole or in part, to any third party. The Affiliate Links are provided to you for use solely and exclusively by you on Your Site on and subject to these Terms and you agree that you will not provide them to any other person for use by such other person.
16.6. These Terms are governed by and will be construed in accordance with the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the High Court of England and Wales as regards any claim, dispute or matter arising under or in relation to these Terms.